EXCLUSIVITY TERMINATION AGREEMENTExclusivity No Shop Agreement |
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Exhibit 10.1
Exclusivity
Termination Agreement
This
Termination Agreement (this “Agreement”) is entered into effective
as of April 6, 2005, by and between RealSelect, Inc.
(“RealSelect”) and its parent Homestore, Inc. (together referred to
as “Homestore”), and REALTORSÒ
Information Network, Inc. (“RIN”) and its parent the National
Association of REALTORSÒ (together referred
to as “NAR”). Capitalized terms used but not defined in this
Agreement shall have the meanings as set forth in the November 26, 1996
Operating Agreement between RIN and RealSelect, which has been amended from
time to time (as amended, the “Operating Agreement”).
WHEREAS,
pursuant to Sections 3.2 of the Operating Agreement and Article IV of
the November 26, 1996 Joint Ownership Agreement between NAR and Homestore,
Homestore and NAR are bound to certain exclusivity obligations with respect to
the Electronic Display of Real Property Ads and the RPA Business;
WHEREAS, the
parties desire to terminate such exclusivity obligations with the respect to
Foreign Property Listings and Commercial Property Listings (as defined below)
upon the terms and conditions set forth herein;
WHEREAS, the
parties entered into that certain Amended and Restated Agreement Regarding
International Activities dated October 31, 2001 (the “International
Agreement”);
WHEREAS, the
parties desire to terminate the International Agreement upon the terms and
conditions set forth herein;
WHEREAS, NAR
and the International Consortium of Real Estate Associations (the
“Consortium”) desire to participate together in the aggregation and
display of Foreign Property Listings, which may also include Commercial
Listings; and
WHEREAS,
Homestore has requested and NAR has agreed to provide reasonable marketing
support to assist Homestore in the promotion of a new alternative way for
REALTORS® to pay for advertising on REALTOR.com known as
pay-for-performance.
NOW, THEREFORE,
for valuable consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:
1. Release of Exclusivity Obligations. Subject to Section 2 below, Homestore and NAR hereby release each other from a
